report 2009 - Berndorf AG

REPORT 2009
FACTS & FIGURES
in Euro million
2009,
2008,
2007 ,
2006 ,
Net sales
337.0
446.0
232.5
217.7
Operating income
330.7
453.1
253.2
216.1
17.3
35.3
25.0
17.3
Net profit
0.3
16.1
21.3
12.4
Cashflow
32.7
48.6
33.5
26.9
106.6
113.1
101.7
78.0
18.3
10.3
30.6
14.0
Fixed assets
115.8
117.8
113.0
74.1
Working capital**
126.6
139.4
52.0
59.7
Total assets*
262.2
304.5
282.3
178.1
Return on result from ordinary activities
5.2%
7.8%
9.9%
8.0%
Return on cashflow
9.9%
10.7%
13.2%
12.5%
Equity ratio*
40.7%
37.1%
36.0%
43.8%
Long term capital ratio**
70.7%
60.4%
49.1%
58.3%
2,136
2,383
2,288
1,068
0.15
0.19
0.19
0.20
Result from ordinary activities
Equity
Interest bearing net debt*
Headcount
Sales per employee***
*
**
***
minus cash & marketable securities
according to company standards
in relation to total number of employees excluding HASCO (1,368) since HASCO was not included in the 2007 result
CONTENT
Introduction
Page 2
Organisation Chart
Page 4
The companies of Berndorf AG
Page 6
History
Strategy & positioning
Branches
Milestones
Status report
Page 22
Market conditions
Sales
Income
Financial position
Investments
Research & developement
Workforce
Riskmanagement
Outlook
Report of the supervisory board
Financials
Page 31
Balance sheet
Income statement
Cashflow
Audit opinion
Adresses
Page 38
BERNDORF AG 2009
1
Franz Viehböck, CTO
Peter Pichler, CEO
Dietmar Müller, CFO
Dear friends of Berndorf,
After several years in which the Berndorf Group grew organically and through
acquisition and regularly exceeded its previous year‘s performance, in 2009 we
faced a global recession, the likes of which few of us had ever experienced. Following a partial collapse of the financial markets, we witnessed a dramatic change
that would bring to an end the period of continuous growth we had enjoyed since
2003. The crisis, which was unusual in both its severity and its speed, led to a
fall in sales and earnings which, although anticipated, was unprecedented within
the recent history of the Berndorf Group.
The result was serious decreases in certain segments (not just for the Berndorf
Group but also for other companies) of up to 25% in sales and order inflow,
although the impact may have been overstated in some sectors. The present,
unusually robust recovery in exports shows that the business environment has
now become much more volatile and that we need to find new ways of dealing
with this situation.
Taking a longer term view, we see that growth accelerated between 2006 and
2008 to a level that was higher than in the previous years. In the same way that
this sudden increase in growth may have been overstated to some degree, the
severity of the downturn may also have been exaggerated. What we do know for
certain is that, after a number of good years, the Berndorf Group experienced a
strong downturn in 2009, demonstrating quite clearly that fluctuations in economic activity are increasing in severity and that the business environment is
becoming more volatile and thus more difficult to deal with.
2
BERNDORF AG 2009
INTRODUCTION
Against this background, we firmly believe that we achieved a respectable result.
Although the Berndorf Group companies, as suppliers of capital goods, are very
exposed to the fluctuations of the economic cycle, we were able to respond to
events appropriately for a number of reasons. We identified the crisis in good
time and reacted quickly to it. We had been able to prepare ourselves for the
eventuality in previous years by accumulating reserves and being forward-looking
in our risk management planning and, of course, taking full advantage of our
strengths as a conglomerate. The impact of the crisis was felt by the various
Berndorf Group divisions at different times. Thanks to the good communications
that exist within the Group, each part of the Group was able to learn from the
experience of the others. Nevertheless, painful cutbacks were unavoidable in the
year under review and we were forced to reduce the size of the workforce for the
first time in many years. These decisions were not easy and were implemented
with a maximum of sensitivity.
All of our senior managers and employees had to deal with a new set of challenges
in 2009. We know from experience how important it is to have the kind of mutual
trust that we have been able to establish over recent years. Particularly after a
crisis that was largely characterised by a loss of confidence, we are grateful that
we still enjoy a confident and positive relationship not only with our workforce but
also with our customers and suppliers. We would like to thank all members of our
workforce who have proven themselves during this crisis, and the Works Council
and Supervisory Board for their valued cooperation. This has been very influential
in helping us make the right decisions with a minimum of delay.
BERNDORF AG 2009
3
The companies of Berndorf AG
ORGANIZATION CHART
G
R
O
U
P
B
E
R
N
D
O
R
F
G
R
O
U
P
4
C
O
N
S
O
L
I
D
A
T
E
D
TOOL & MOULD
MAKING
HASCO Hasenclever
GmbH + Co KG
HASCO Austria GmbH
HASCO Romania
S.R.L.
PROCESS- &
SURFACE
TECHNOLOGY
Berndorf Band GmbH
Berndorf Band
Engineering GmbH
Berndorf Belt
Technology, Inc.
HEAT TREATMENT
Aichelin GmbH
Aichelin Service GmbH
EMA Indutec GmbH
POOL
CONSTRUCTION
Berndorf Metall- und
Bäderbau GmbH
Berndorf Metallwaren
GmbH
Berndorf Metall- und
Bäderbau AG
MACHINERY,
BELTS
Berndorf Belt
Systems Inc.
Nippon Belting
Co., Ltd.
Steel Belt
Systems s.r.l.
HEAT TREATMENT
Aichelin
Brasil Ltda.
Aichelin Heat
Treatment Systems
Inc. Ltd.
POOL
CONSTRUCTION
JOINT VENTURES
INDUSTRY
PC Electric GmbH
Joh. Pengg AG
Lumpi-Berndorf
Draht- und
Seilwerk GmbH
BERNDORF AG 2009
The companies of Berndorf AG
ORGANIZATION CHART
RUNO Rundteile GmbH SFR Formenbau GmbH
HATAG Handel
& Technik
HASCO formservice AB
Hueck Rheinische
GmbH
Hueck Engraving
GmbH & Co. KG
Berndorf Hueck
America, Inc.
NOXMAT GmbH
Four Electrique
Delémont S.A.
SAFED
France S.A.S.
SAFED Industrieöfen
GmbH
Aichelin Heat
Treatment Systems
(Beijing) Co. Ltd.
Berndorf Bäderbau
s.r.o.
PROCESS
EGINEERING
Silica
Verfahrenstechnik
GmbH
Silica
Anlagenbau GmbH &
Co. KG
Berndorf
Sondermaschinenbau
GmbH
Berndorf Steel
Belt Systems
Ltd. Co.
Beijing Baidefu
Technology
Developement Co., Ltd
Rheinische Technology
GmbH
Berndorf Bäderbau
Polen sp. z o.o.
Berndorf Bäderbau
SK s.r.o.
Berndorf Bäderbau
Hungária Kft.
Berndorf Bäderbau
Rumänien s.r.l.
JOINT VENTURES
SERVICE
Imagination
Computer
Services GmbH
Online Media
Communications
Design GmbH
Atensor Engineering
and Technology
Systems GmbH
BERNDORF AG 2009
5
The companies of Berndorf AG
HISTORY
1843
Alfred Krupp and Alexander Schoeller found Berndorfer Metallwerke and produce cutlery that should be affordable to everyone
1856
The company makes its first profits
1870
More than 1,000 employees
1874
First company in Austria using electricity
1900
Global market leader for tableware, approximately 3,000 employees
1924
Approximately 6,000 employees
1932
Creditanstalt takes over ownership; due to the worldwide economic crisis,
plants are closed and people laid off or put on short time, 800 employees
1938
Incorporation into the Krupp Group, arms production
1945
Company under Soviet administration, removal of all machinery
1957
Merger with the Ranshofen aluminium plant to form Vereinigte Metallwerke
Ranshofen-Berndorf
1986
Restructuring and reorganisation under Norbert Zimmermann’s leadership
1988
Management buy-out by nine-member management team
Global market leader
1957
Foundation of
1874
1932
1900
1843
6
BERNDORF AG 2009
1856
1986
1924
Berndorfer Metallwerke
Vereinigte Metallwerke
Ranshofen-Berndorf
The companies of Berndorf AG
New Board of directors
Acquisitions of HASCO, SAFED
und Rheinische Press Pad
2009
2007
2008
Beginning of a global
financial crisis
2005
Management-Buy-out
1997
2001
Participation in Silica Verfahrenstechnik
1991
Participation in PC Electric
1994
Acquisition of Schoeller-Bleckmann
1995
Acquisition of Aichelin
1997
Flotation of Schoeller-Bleckmann on EASDAQ in Brussels
1988
Flotation SBO
Participation in Joh. Pengg
Cooperation between Berndorf Band and Hueck Engraving
1999
Sale of cutlery division to Guy Degrenne
2001
Capital increase of Schoeller-Bleckmann and reduction of shares to 31%, start
2005
of an investment programme worth EUR150 million at Schoeller-Bleckmann
Joint venture of Lumpi-Berndorf Draht- und Seilwerk
2006
Acquisitions of HASCO, SAFED and Rheinische Press Pad
2007
New Board of Directors at Berndorf AG
2008
BERNDORF AG 2009
7
The companies of Berndorf AG
STRATEGY & POSITIONING
Medium suzed companies,
The Berndorf Group comprises a number of internationally active companies
managed decentralized
which are very well positioned in niche markets. These medium-sized companies
are managed on a decentralized, entrepreneurial basis by managing directors
who are fully authorised to take swift, strategic decisions. This structure enables
us to respond quickly and flexibly to customer and market needs. Our corporate
culture emphasises trust and openness. The fact that managing directors and
employees own profit participation rights in their own lead companies contributes considerably to the Group’s success by boosting the entrepreneurial involvement of the entire workforce. This employee shareholding scheme, which was
revised in 2004, has proved a great success. This direct participation in the
success of the company also strengthens the desire of employees to remain with
the company.
„Hidden champions“
Our policy of strategically positioning our companies in niche markets enables
them to gain a substantial share of their market and makes each one of them
a „hidden champion“ amongst Austrian and German exporters. Our companies
maximise their competitiveness by carefully targeting their product programmes
and maintaining an awareness of their own strengths. We believe that our efficient innovation processes and global approach to the marketing of products,
solutions and services will secure our market-leading position and drive our future growth.
Long term perspective
Acquisitions and restructuring are amongst the core competencies of Berndorf
AG. We have shown on a number of occasions that we can act quickly to offer
successful entrepreneurs, employees, suppliers and customers a partnership opportunity with genuine long-term prospects. Indeed, we place great value on a
8
BERNDORF AG 2009
The companies of Berndorf AG
STRATEGY & POSITIONING
culture of mutual trust and respect in working towards an optimum solution for
all parties. As a result of our many years of experience with acquisitions, we have
grown to understand the nature of both international corporations and more traditional, family-owned businesses.
After the management buy-out in 1988, the Berndorf Group elected to transform
itself into an internationally focused company. Whilst only 2% of our employees
worked abroad in 1988, by 2009, this figure had increased to two thirds. International and export sales now account for 90% of Group revenues.
The companies in the Berndorf Group specialise in high-tech toolmaking, plant
Tool making and plant construction
engineering and construction, and metalworking. Our employees are skilled in
Metalworking
all of the production processes involved in the manufacture of high-tech niche
products, including forging, drilling and milling using highly sophisticated, state-of-the-art machines, levelling, grinding, polishing, welding and texturing – all
with great precision and to extremely fine tolerances. We also design and develop
plant and machinery for innovative process technologies.
The Berndorf Group is an international concern with more than 60 production
Global outlook
and service companies in over 20 countries, mainly in Europe, the USA, China,
India and Brazil.
Over the past few years, Berndorf AG has turned itself into a successful international group. This success will form the basis for further growth, powered equally
by innovation and a strong desire to shape the future.
BERNDORF AG 2009
9
The companies of Berndorf AG
TOOL & MOULD MAKING
10
BERNDORF AG 2009
The companies of Berndorf AG
TOOL & MOULD MAKING
With more than 20 locations around the world, Hasco, headquartered in Lüden-
Hotrunner technology
scheid in North Rhine-Westphalia, is a leading specialist partner to the tool and
mould making industry.
Its production range includes standard mould units, hot runner systems as well
as custom designs – all backed by extensive technical service and support. Standard mould units are the basic component of injection moulding and punching.
The company was established in 1924 and grew from modest beginnings as a
small workshop into an international industrial enterprise. The invention by Rolf
Hasenclever in 1959 of the first modular system for the production of injection
moulding tools for use with metal and plastic marked the beginning of a very
successful period. This system, which was granted worldwide patents, remains
state-of-the-art today.
Hasco accounted for around one quarter of the Berndorf Group‘s total sales
volume in 2009. The Group‘s largest acquisition after the 1988 management
Standards: Basic elements in mouldma-
buy-out, Hasco complements the other Berndorf Group companies in several
king and tooling
respects. Hasco is a successful B2B niche supplier in the metalworking industry.
It serves an international customer base and is well positioned as one of the
top-three suppliers in the industry. Hasco is known for the exceptionally high
quality of its products, and its steady stream of innovations has helped it gain an
excellent reputation amongst its customers.
BERNDORF AG 2009
11
The companies of Berndorf AG
PROCESS & SURFACE TECHNOLOGY
12
BERNDORF AG 2009
The companies of Berndorf AG
PROCESS & SURFACE TECHNOLOGY
Berndorf Band
Steel belts
Berndorf Band produces endless steel belts and press plates which are used primarily by the wood, food and chemical industries. These belts are incorporated
into complex industrial machines and systems, as well as into more straightforward belt conveyor systems. Materials used for the belts include stainless steel,
carbon steel and titanium. Up to 200 metres in length and just a few millimetres
thick, the belts must be insensitive to pressure and temperature fluctuations during production processes. The quality of the belts depends greatly on the quality
of their surface finish, and Berndorf Band is able to achieve a mirror-finish even
after welding. These highly polished belts are used, for example, in the production of optical films for LCD screens.
Berndorf Band Engineering
Berndorf Band Engineering is the world leader in the optimisation of continuous
production processes in which steel belts play a key role. It helps companies in
Press plates for pearl and quartz decors
the plastic, paper and food industries develop and optimise their processes.
Press plate technology and surface treatment
The Hueck Rheinische group of companies, headquartered in Viersen, Germany,
is the world‘s leading specialist in surface textured press plates and in surface
decoration technology for HPL sheets, short cycle press plates and press pads.
Hueck Rheinische products are used in the wood and wood laminating industries,
where the company‘s advanced technologies have earned it an unrivalled reputation. Press plates are used in the production of laminated timber products to
produce the kind of surface textures that are popular for furniture and flooring.
BERNDORF AG 2009
13
The companies of Berndorf AG
HEAT TREATMENT
14
BERNDORF AG 2009
The companies of Berndorf AG
HEAT TREATMENT
Aichelin is a world leading manufacturer of industrial plants for the heat treat-
Plants for the automotive industry
ment of metal components. Most of the plants are deployed in the automotive
and auto component industry, in hardening shops, in the screw fastener and roller
bearings industries, as well as by manufacturers of high volume, high tolerance
parts. The company produces electrically- and gas-heated furnaces including, for
example, multi-purpose chamber, pusher type, conveyor belt, ring hearth, rotary
hearth and roller hearth furnaces.
Aichelin’s subsidiary EMA Indutec GmbH is a technology leader in induction
hardening plants and frequency converters.
Noxmat GmbH is a specialist manufacturer of industrial gas burners and controllers, which are used in furnaces for preheating and heat treating ferrous and
non-ferrous metals.
Plants for semi finished parts
The future of the heat treatment sector relies, as in many other sectors, on
the deployment of new and energy-efficient technologies. The Aichelin heat
treatment plants, whose efficiency has been improved by a variety of innovative measures, not only save money by using less energy; they also help protect
the environment and our valuable resources. These energy saving improvements
offer major technological benefits, particularly to operators of plants with high
energy consumption.
Aichelin was the Berndorf Group company with the highest sales in 2009, equivalent to approximately one third of the Group‘s total sales. The Aichelin Group
owns companies in Austria, Switzerland and Germany, and has branches in China, India, the USA and Brazil.
BERNDORF AG 2009
15
The companies of Berndorf AG
POOL CONSTRUCTION
16
BERNDORF AG 2009
The companies of Berndorf AG
POOL CONSTRUCTION
Berndorf Bäderbau specialises in the construction of turnkey swimming pools
crystal light tile
and associated equipment. It also acts as general contractor for year-round pools
– all of advanced stainless steel construction – and offers tailor-made solutions
for a wide variety of applications, from planning through to a ready-to-use pool
installation. The company‘s stainless steel pools are suitable for installation in
private swimming pools, in hotels and spas, as well as in public swimming pools.
The pools are made at the company‘s site in Berndorf as well as at the company‘s
new production facility in the Czech Republic.
With branches in Germany, Switzerland, the Czech Republic, Slovakia, Poland
and Romania, Berndorf Bäderbau is the leading supplier of stainless steel pools
in Central Europe. Sales partners in Europe and Russia provide support for projects, which have so far been completed in some 20 countries. Since it was
founded in 1960, the company has installed over 5,000 swimming pools. Berndorf Bäderbau‘s activities are not limited to the installation of swimming pools:
Olympic pool in Cluj (Romanie)
the company also provides financing and pool management under public/private
partnership models.
BERNDORF AG 2009
17
The companies of Berndorf AG
PROCESS ENGINEERING, JOINT VENTURES
18
BERNDORF AG 2009
The companies of Berndorf AG
PROCESS ENGINEERING, JOINT VENTURES
Process engineering
Adsorption unit for
Silica Verfahrenstechnik, based in Berlin, supplies adsorption technology from
gas-conditioning
design through to turnkey installations. Silica plans and manufactures complete
adsorption installations for a variety of applications such as the drying and purification of air and gases, purification of process gases, waste air purification,
solvent recovery and natural gas processing.
Joint ventures
The Group has joint ventures with PC Electric, Joh. Pengg, Lumpi-Berndorf and
a number of smaller companies in the services sector.
PC Electric produces industrial connectors, earthed plugs, switches and plastic
distribution boxes. With exports accounting for 80% of its sales, the company is
one of the world‘s leading suppliers of CEE connectors. Its branches and subsidiaries in Poland, Germany and Sri Lanka are well placed to supply local markets
flexibly and quickly.
Plug units
Joh. Pengg AG specialises in high specification wire products for use in springs
and spring assemblies. The advanced specialist wire products made at its production plants in Austria, the Czech Republic and India meet the individual requirements of the automotive, electrical and engineering industries to the highest
quality. The company produces drawn wire, oil tempered or coated spring wire,
and shaped wire.
Lumpi-Berndorf is one of Europe‘s leading suppliers of wire cables and overhead
cables. At its plants in Linz and Berndorf, the company manufactures aluminium
clad steel wires and special electric power transmission cables.
BERNDORF AG 2009
19
The companies of Berndorf AG
MILESTONES IN 2009
Aichelin: Joint Venture India
In India, the Aichelin Group took another step in the ongoing expansion of its
international presence. Working with a local partner, it set up a company to manufacture heat treatment plants with the aim of capturing a share of the growing
Indian market. The partnership with an established plant engineering business
will help the company establish itself on the market more quickly and more efficiently.
Aichelin: Setups in China of
Following on from the success of Aichelin heat treatment plants in China, two
EMA and Noxmat
more Aichelin Group companies plan to establish a foothold there. EMA Indutec
has set up a branch in China to market its hardening systems. The company
makes hardening machines, which have found particular favour in the booming
wind turbine market where they are used to treat gears and other mechanical
components for wind turbines. Noxmat is currently setting up a local manufacturing operation to enable it to supply the Asian markets more quickly and more
competitively.
Hasco: Restructuring
Despite the difficult market conditions, Hasco proceeded with its restructuring
speedily. It completed the move into its new office building, implemented additional investment in modernising its production and made necessary organisational adjustments. Hasco is now well positioned for the next business cycle and
ready to respond even more quickly to future market needs.
20
BERNDORF AG 2009
The companies of Berndorf AG
MILESTONES IN 2009
Hueck Rheinische also continues to follow the internationalisation trend. It ac-
Hueck Rheinische:
quired a Russian press pad manufacturer, which will supply the Russian market
Press pad manufactorer acquired
in the future. This move has strengthened Hueck Rheinische‘s international presence and enabled it to market its products more vigorously to the growth market
in Russia.
As the largest supplier of swimming pools in Central Europe, Berndorf Bäder-
Berndorf Bäderbau:
bau initiated an investment programme to renew its plant and equipment. The
Investment programme and new produc-
programme‘s key tasks are modernising the production facilities and completely
tion building in the Czech Republic
refurbishing the factory building in Austria, to enable the company to respond
more quickly to customer wishes and to further improve production quality. In addition to the investment programme at the Berndorf site, a new production building was built in Bystrice nad Olsi in the Czech Republic, which will enable the
company to service the local demand in the Czech Republic and Poland faster.
Expanding and networking our knowledge base will remain the cornerstone of the
Berndorf Academy
Group‘s continuing success. In 2009, we set up the Berndorf Academy to give
a boost to our staff development activities. We believe that the regular meetings
will improve the networking of the Group‘s specialists and highlight intra-Group
career opportunities.
BERNDORF AG 2009
21
Management report
MARKET CONDITIONS
Golbal economic decline
Economic output began to fall during 2008, first in Japan, then in the euro area,
and finally in the United States. The decline continued well into 2009. It was not
until the third quarter of 2009 that growth returned, albeit at a modest level. In
2009, for the first time since the Second World War, GDP in the US fell by 2%.
The recession ended in the fourth quarter of 2009. Europe experienced an even
more dramatic drop in economic output: 4% in the euro area, and a remarkable
5% in Germany. The capital goods industry in particular was badly hit by these
events. To make matters worse, inventories were reduced in 2009, which, according to the Federation of Austrian Industries, resulted in a 25% drop in order
levels.
China growing
The situation was completely different in China, whose economy grew by 9%
even in 2009 – the year in which China overtook Germany as the world‘s largest
exporter
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BERNDORF AG 2009
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Management report
SALES
The economic situation had a strong impact on the sales of the Berndorf Group.
Downturn in all industries
After several years of growth, sales fell by 24% in 2009, to EUR 337 million.
The movement was not affected by one-off events such as the acquisitions and
deconsolidations of the previous year. Without taking into account the latest
acquisition of Hasco, which was consolidated for the first time in 2008, sales would still have exceeded those of the successful years of 2005 to 2007.
The decline was due to the extremely difficult economic situation, which led to
reduced investment spending, the deferral of orders and lower than expected
order volumes. The downturn had a similar effect on virtually all of the Group‘s
operations.
Business performance in the fast-growing Chinese economy was much more en-
Improvement in the second half
couraging. The order situation deteriorated steadily during 2009. While we were
of the year
still working through outstanding orders in the first half of the year and order
intake was low, we noted a continuing improvement in incoming orders in the
second half of the year.
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BERNDORF AG 2009
23
Management report
INCOME, FINANCIAL POSITION
In 2009, the result from ordinary activities was EUR 17.3 million, which is on a
Respectable result
par with our performance in 2006. Although this figure is half that of the previous year, we consider this to be a respectable result in a business environment
that has rarely been more difficult. Despite the economic conditions, we are still
very much in the black, and all Group companies are well positioned for the long
haul.
As at 31 December 2009, the total assets of the Berndorf Group fell by EUR
51.1 million to EUR 375 million compared with the previous year. We are pleased
to report that the equity capital still stands at EUR 101.9 million, which is above
the level of 2007.
High equity ratio
As a result of the reduction in total assets, the equity ratio has increased to
28.4% (previous year: 26.5%) Because our liquidity remains sound, it makes
sense to calculate the equity ratio on the basis of total assets less cash and cash
equivalents when analysing the equity structure. The net equity ratio has increased compared with the previous year and stands at 40.7%.
Cash flow from operations amounted to EUR 32.7 million in the 2009 financial
year, compared with EUR 48.6 in the previous year.
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BERNDORF AG 2009
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Management report
FINANCIAL POSITION
The Berndorf Group‘s liquidity position stands at EUR 112.8, which can be used
Flexibility by liquidity
at any time for investment projects. This liquidity gives us great flexibility. It not
only enables us to take appropriate and timely action whenever needed in these
difficult economic times; it also enables us to take full advantage of opportunities that suddenly present themselves. This financial position means that the
Berndorf Group is well positioned for the challenging times ahead. We were able
to protect our reserves in the year under review, and the Group companies were
largely successful in drawing upon their own resources to deal with the effects
of the economic crisis.
Our long-term financing needs are also well secured by our bond. There was no
Long-term financing
need to renegotiate bank lines of credit. We did not feel that it was necessary
last year to consider availing ourselves of the public funding made available to
stimulate the economy. Our precise, forward-looking liquidity planning enables us
to remain self-sufficient over the long term. We are not currently making use of
debt factoring or asset backed securities. The Group prefers to follow its previous
path of prudent accounting without resorting to any financial manoeuvring.
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BERNDORF AG 2009
25
Management report
INVESTMENTS, RESEARCH & DEVELOPEMENT
Investments
In 2009, we were very cautious with our investment spending, which we adjusted
to meet the economic realities of the financial crisis. Hasco carried on with and
completed the investments it had initiated under its restructuring programme.
Further investment was approved for the expansion that Hueck Rheinische had
already embarked upon.
Additionally, all Group companies continued to invest in the equipment and machinery needed to maintain the high standard of their modern production facilities and to strengthen the Group‘s innovative capabilities. We also continued
to invest in rationalisation and efficiency measures. At EUR 19.1 million, the
Berndorf Group‘s investment activity corresponded to approximately 58.4% of
its gross cash flow.
Year-on-year investment fell by 24.8% (previous year: EUR 25.4 million). The
Group companies financed their investments mainly from their operating cash
flow. The investment in fixed assets of EUR 12.2 million is set against depreciation and amortisation of EUR 12.8 million.
Research & Developement
In partnership with the ECHEM competence centre, the Berndorf Group continued to invest in its research and development programme. R&D teams working
for the companies in the Berndorf Group interface with universities, research
centres and customers. Our ongoing close relationship with our customers plays
an important role in the creation of new developments, our customers provide
us with the valuable practical knowledge that often stimulates innovation which
are immediately realisable. We wish to emphatically confirm our intention to
26
BERNDORF AG 2009
Management report
RESEARCH & DEVELOPEMENT, WORKFORCE
maintain the research budgets in the coming years in order to consolidate the
technological lead that, even in these challenging times, gives us our competitive
edge in the market.
In 2009, the fully consolidated companies employed an average of 2,136 peo-
Workforce
ple – 990 shop floor workers and 1,146 administrative and managerial staff.
Following the introduction of a restructuring programme in the fourth quarter of
2008, nearly all areas of the Group were subject to structural adjustments, which
also affected the permanent workforce.
As well as cutting down overtime and accumulated holidays, it was necessary to
reduce the number of temporary agency staff. Short-time working was introduced
in some plants in order to ensure that our subject specialists are fully occupied
over the long term. We also stepped up maintenance and repair work and training
programmes.
Although 90% of our turnover is generated abroad, and our latest acquisitions
were located almost exclusively outside Austria, around one third of the Group‘s
workforce is still employed in Austria. Berndorf AG has a clear commitment to
Austria, and particularly to Lower Austria (Berndorf, Mödling, Guntramsdorf), as
a business location.
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BERNDORF AG 2009
27
Management report
OPPORTUNITY & RISKMANAGEMENT, OUTLOOK
Opportunity and risk management
Employees throughout the Group have a highly developed and deeply ingrained
awareness of the potential risks in procurement, distribution and customer relations, and an ability to assess the risks involved in new product development. Our
varied production portfolio acts as a buffer against cyclical fluctuations, whilst
our broad customer base minimises our exposure to serious individual losses.
Thanks to the precautions we have taken, the risk of flooding from the Triesting
river is now minimal. As a result of the crisis, we placed a strong emphasis on
risk management in the year under review and established an enterprise risk management model. This is used to evaluate and process individual risk positions
and so optimise the risk profile of the Group.
We control financial risk by fixing interest rates and balance currency risk, where it
makes sense to do so, by forward trading and manufacturing locally. We maintain
a degree of flexibility in passing on fluctuations in prices and the cost of primary
materials to our customers. Thanks to our adequate equity capital base (equity
capital 28.4% gross, 40.7% net) and available liquidity of EUR 112.8 million,
there are no reasons to fear liquidity risks. Credit risks are minimised by insurance and the diversified customer base of the Berndorf Group‘s companies.
The risks to which the Berndorf Group is exposed remain manageable and therefore do not pose a threat to the continued existence of the company.
Outlook 2010
According to the reports of an economic upturn that have been appearing since
mid-2009, economists expect the economy to grow more slowly after the crisis
than during the years leading up to it. Whilst annual growth in GDP in the years
prior to the financial crisis averaged about 3%, the Austrian Institute of Economic Research is forecasting an average growth of under 2% for Austria to 2014.
Growth in Austria is expected to fall below 1.5% in 2010, with a slight improvement in 2011. Export growth should be more dynamic. Moderate growth is
expected for the euro area in 2010. Driving this growth is the catching-up that is
happening in China and India, whose economies continue to expand vigorously.
28
BERNDORF AG 2009
Management report
OUTLOOK
We hope that these positive forecasts continue well into the future and that the
Strategies prepared
economy will soon benefit from some real growth. Even if order levels do stabilise, it is always possible for another crisis situation to occur that will dampen
down the recovery. We expect that future growth will not be able to compensate
in the medium term for the slowdown in the European economy. We must also
accept that planning will be hampered by larger economic fluctuations than was
the case in the past. Consequently, we have prepared strategies for a variety of
scenarios, which we can easily modify at short notice. In the future, flexibility and
responsiveness will be more important than ever.
Growth will come from internationalisation. With our joint ventures and newly
Growth from internationalisation and
founded companies we have already taken steps in this direction and are ready
investnents
to push ahead with the internationalisation of the Berndorf Group. Furthermore,
we have authorised an ample investment budget for 2010 and intend to invest in
innovation and in measures to improve both efficiency and quality. The economic
crisis has given us an opportunity to gain additional market shares in our current
markets and to consider making further, interesting acquisitions. The formation
of the ABAG holding company offers us a new opportunity to look further afield
for acquisitions.
We would like to take this opportunity to thank all of our employees for their hard
work in the past and look forward to working together to meet whatever challenges the next few years have in store.
Berndorf, March 2010
The Board of Directors
Franz Viehböck
8 years at Berndorf
Peter Pichler
Dietmar Müller
20 years at Berndorf
20 years at Berndorf
BERNDORF AG 2009
29
Report of the Supervisory Board
REPORT OF THE SUPERVISORY BOARD
In the 2009 financial year, the Supervisory Board held five meetings and performed its duties in accordance with the law and the articles of association.
The Board of Directors informed the Supervisory Board at regular intervals verbally and in writing about the course of business and about the situation of the
Group and the Group companies. The Supervisory Board discussed in detail all
transactions and measures requiring its approval.
At the meetings of the Supervisory Board, members particularly discussed acquisitions, the economic situation of the Group companies and their outlook,
measures to improve competitiveness and market position, as well as the Group’s
investment and financial planning.
The 2009 financial statements and consolidated financial statements of Berndorf AG prepared by the Board of Directors, and the consolidated management
report summarised in the management report, were audited by Deloitte Wirtschaftsprüfungs GmbH. Examination of the financial statements and consolidated financial statements did not reveal any material grounds for objection and
were thus awarded an unqualified opinion.
The Supervisory Board agrees with the result of the audit, with the financial
statements including the management report and proposal for the appropriation
of net income submitted by the Board of Directors, and approves the financial
statements in accordance with § 125 par. 3 of the Austrian Stock Exchange Act
(Aktiengesetz), which are thus considered adopted.
The Board also agrees with the consolidated financial statements prepared in
accordance with § 246 of the Austrian Corporate Code (Unternehmensgesetzbuch).
We would like to express our sincere thanks to the members of the Board of Directors and to all employees for their dedication and outstanding performance.
Berndorf, March 2010
Norbert Zimmermann, Chairman of the supervisory board
30
BERNDORF AG 2009
FINANCIALS
BERNDORF AG 2009
31
Financials
BALANCE SHEET (ASSETS)
IN € THOUSANDS
2009
2008
A. Fixed assets
I. Intangible assets
II. Property, olant and equipment
III. Financial assets
115,825
3,524
82,272
30,029
117,796
4,085
85,087
28,624
B. Current assets
I. Inventories
1. Raw materials and supplies
2. Work in progress less prepayments from customers
3. Finished goods and trading stock less prepayments from customers
4. Service not yet invoiced less prepayments from customers
5. Advance payments
257,558
64,344
23,930
14,286
12,412
2,595
11,121
306,668
92,392
30,172
26,807
17,897
7,596
9,920
II. Receivables and other assets
1. Accounts receivable - trade
2. Accounts due from affiliated companies (nonconsolidated)
3. Other receivables and assets
80,397
54,490
10,809
15,098
92,645
66,002
12,085
14,558
III. Marketable securities
Other marketable securities
69,338
67,795
IV. Cash on hand and in banks
43,479
53,836
1,652
1,636
375,035
426, 101
C. Prepaid Expenses
(incl. deferred taxes of € 537k; prev. year € 531k)
TOTAL ASSETS
For further information please contact:
Maximilian Berger, T: +43 / 2672 / 82 900-206, mabe@berndorf.co.at
32
BERNDORF AG 2009
Financials
BALANCE SHEET (LIABILITIES)
IN € THOUSANDS
2009
2008
101,864
11,000
1,222
1,778
22,009
439
12,375
53,041
108,018
11,000
1,222
1,778
22,077
1,729
17,535
52,677
B. Untaxed reserves
1. Reserve from accelerated depreciation and other special write-off
2. Other untaxed reserves
4,747
3,779
968
5,047
3,738
1,309
C. Grants
Grants, § 3 Abs 1 Z 6 EStG
1,056
1,241
75,241
10,094
14,793
3,130
47,224
93,754
15,880
14,625
6,197
57,052
190,062
45,000
5,526
80,628
29,721
16,974
0
1,577
1,246
9,390
215,012
45,000
6,561
80,412
47,875
21,736
35
2,758
622
10,058
F. Deferred income
2,066
3,029
TOTAL LIABILITIES
375,035
426,101
27,090
18,112
A. Shareholder‘s equity
I. Capital stock
II. Participation certificate
III. Capital surplus
IV. Reserves
V. Translation component
VI. Minority interests
VII. Unappropriated retained earnings
D. Accrued liabilities
1. Accrual for serverence payments
2. Accruals for pensions
3. Tax accruals
4. Other accruals
E. Liabilities
1. Loans
2. ERP loans (subsidised)
3. Bank loans and overdrafts
4. Advance payments
5. Trade accounts payable
6. Liabilities due to drawn drafts and issued promissory notes
7. Accounts payable to affiliated companies
8. Accounts payable to affiliated companies (groups)
9. Other liabilities
Contingent liabilities
BERNDORF AG 2009
33
Financials
INCOME STATEMENT
IN € THOUSANDS
1. NET SALES
2. Decrease
in finished goods and work in progress
3. Own work capitalised
4. Other operating income
a) Income from sale of property, plant and equipment
b) Income from reversal of accruals
c) Other
5. Costs of materials and services
a) Cost of raw materials, supplies and trading stock
b) Cost of purchased services
6. Personnel expenses
a) Wages
b) Salaries
c) Allocation of accrual for severance payments
d) Expenses for pensions
e) Expenses for statutory social security and
payroll related contributions
f) Other social benefit
7. Amortisation on intangible and depreciation on tangible assets
8. Other operating expenses
a) Taxes
b) Other
9. OPERATING INCOME
34
BERNDORF AG 2009
2009
2008
336,999
445,961
-8,019
4,561
1,697
2,579
12,373
455
2,532
9,387
15,791
1,298
1,752
12,740
-151,074
-133,570
-17,504
-209,635
-182,185
-27,450
-101,111
-29,106
-52,119
-687
-1,514
-17,828
-127,537
-38,768
- 63,526
-1,659
-1,737
-21,024
143
-823
-15,368
-13,246
-57,692
-475
-57,217
-81,856
-721
-81,135
17,805
36,618
Financials
INCOME STATEMENT
IN € THOUSANDS
2009
2008
10. Income from investments
a) Associated companies
b) Other
2,091
2,052
39
4,444
1,651
2,793
223
326
2,299
3,742
828
2,161
-446
-439
-7
6,530
-955
-5,575
-5,467
-5,439
-472
-1,297
17,333
35,322
995
22
19. Extraordinary expense
-12,924
-13,840
20. EXTRAORDINARY RESULT
-11,929
-13,818
-5,077
-5,431
22. NET PROFIT
327
16,073
23. Transfer from untaxed reserves
662
849
3,816
-821
-345
0
26. Retained earnings/Accumulated losse
48,581
36,576
27. DIVIDENDS DECLARED AND PAYABLE
53,041
52,677
11. Income from other longterm securities and loans
12. Other interests and similar income
(thereof affiliated companies € 415k; prev.year € 823)
13. Income from retirements and writeup of financial assets and marketable securities
14. Expenses related to financial assets and marketable securities
a) Amortisation
b) Other
15. Interests and similar expenses
(thereof affiliated companies € 20k; prev.year € 414k)
16. RESULT FROM FINANCIAL ACTIVITIES
17. RESULT FROM ORINARY ACTIVITIES
18. Extraordinary income
21. Income taxes
24. Minority interests
25. Transfer to untaxed reserves
BERNDORF AG 2009
35
Financials
CASHFLOW STATEMENT
IN € THOUSANDS
2009
2008
Result from ordinary activities
Transition to the net cash flow from operating activities
Depreciation/Write back of depreciation of fixed assets
Write-ups of investment assets
Profit/Loss on the sale of fixed assets
Release of investment grants
Other non-cash transactions
Changes in inventories, receivables and other assets
Changes in provisions and accruals, excluding corporate income tax
Changes in trade and other liabilities
Net cash flow from ordinary activities
17,333
35,322
15,945
-211
-1,283
-186
-750
40,286
-16,284
-25,139
29,711
14,201
0
-3,159
-159
0
-18.222
9,174
10,479
47,636
Net cash flow from extraordinary activities
Payments for corporate income taxes
Net cash flow from operating activities
-11,026
-8,150
10,535
-4,225
-3,220
40,191
3,124
2,203
7,213
2,908
0
-157
-12,167
-4,947
-11,944
-1,660
0
-19,588
-5,769
-16,896
-5,686
-774
0
0
-6,460
-5,011
47,442
705
119
43,255
-7,869
-945
0
121,631
112,817
66,550
1,147
20
53,914
121,361
112,817
69,338
43,479
121,631
113,836
7,795
Cash received from the sale of fixed assets (excl. financial assets)
Cash received from the sale of financial assets and other financial investments
Payments from first-time consolidated companies and other payments from
additionally bought shares
Payments from deconsolidation of subsidiaries
Payments for fixes assets (excl. financial assets) purchased during the year
Payments for financial assets purchased during the year
Net cash flow from investment activities
Capital contribution from shareholders
Repayments from loans
Payments from untaxed reserves and grants
Payments from participation certificates
Net cash flow from financial activities
Effective payment changes in cash and cash equivalents
Changes arising from exchange rates or other changes
Changes from first-time consolidation BBE
Liquid funds at the beginning of the year/ period
Liquid funds at the end of the year/ period
Composition of liquid funds
Cash on hand and in banks
Marketable securities (current assets)
36
BERNDORF AG 2009
Financials
AUDITOR‘S REPORT
We have audited the consolidated financial statements of Berndorf Aktiengesell-
Vienna, March 31, 2010
schaft, Berndorf, for the financial year from 1 January to 31 December 2009.
Deloitte Wirtschaftsprüfungs GmbH
The preparation and the contents of these consolidated financial statements,
Christoph Waldeck
as well as the consolidated management report prepared in accordance with
Gudrun Dorner
Austrian company law, are the responsibility of the legal representatives of the
Auditors
company. It is our responsibility to issue an audit opinion on said consolidated
financial statements based on our audit and to issue a statement as to whether
the consolidated management report is consistent with the consolidated financial
statements.
We carried out our audit in accordance with the statutory provisions applicable
in Austria and with the principles of proper auditing. These principles require
that we plan and perform the audit in a way that enables us to issue a sufficiently confident opinion on whether the consolidated financial statements are free
of substantial misrepresentations and to make a statement as to whether the
consolidated management report is consistent with the consolidated financial
statements. In determining the auditing procedures, we took into account our
understanding of the Group‘s business activities and its economic and legal environment, as well as our evaluation of possible misstatements.
During the audit, the documentary evidence of amounts and other figures in the
consolidated financial statements is predominantly evaluated on the basis of
random inspections. The audit also includes an assessment of the accounting
standards applied and the principal estimates made by the legal representatives, as well as an evaluation of the general import of the consolidated financial
statements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Our audit did not give rise to any objections. In our opinion, based on the findings
of our audit, the consolidated financial statements of Berndorf Aktiengesellschaft
comply with the legal provisions and give a true and fair view, in accordance with
generally accepted Austrian accounting principles, of the net assets and financial
position as at 31 December 2009, as well as the results of operations and cash
flow of the Group for the financial year from 1 January to 31 December 2009.
The consolidated management report is consistent with the consolidated financial statements.
Publication or dissemination of the financial statements in a form that deviates from the approved
version requires our prior consultation if our report is quoted or referenced.
Berndorf AG / Consolidated financial statements
BERNDORF AG 2009
37
ADRESSES
Berndorf AG
Leobersdorfer Str. 26
A-2560 Berndorf – Austria
T: +43 / 2672 / 829 00
F: +43 / 2672 / 834 26
www.berndorf.at
HASCO Hasenclever GmbH + Co KG
Im Wiesental 77
D-58513 Lüdenscheid – Germany
T: +49 / 2351 957 / 0
F: +49 / 2351 957 / 237
www.hasco.de
Aichelin GmbH
Fabrikgasse 3
A-2340 Mödling – Austria
T: +43 / 2236 / 236 46-200
F: +43 / 2236 / 222 291
www.aichelin.at
Berndorf Band GmbH
Leobersdorfer Str. 26
A-2560 Berndorf – Austria
T: +43 / 2672 / 800
F: +43 / 2672 / 84 176
www.berndorf-band.at
38
BERNDORF AG 2009
ADRESSES
Leobersdorfer Str. 26
Berndorf Metall- und Bäderbau GmbH
A-2560 Berndorf – Austria
T: +43 / 2672 / 836 40
F: +43 / 2672 / 836 40-49
www.berndorf-baederbau.com
Wittestr. 24
Silica Verfahrenstechnik GmbH
D-13509 Berlin – Germany
T: +49 / 30 / 435 73 5
F: +49 / 30 / 435 73 300
www.silica.de
A-8621 Thörl – Austria
Joh. Pengg AG
T: +43 / 3861 / 5090
F: +43 / 3861 / 2318
www.wire-pengg.com
Diesseits 145
PC Electric GmbH
A-4973 St. Martin – Austria
T: +43 / 7751 / 61 220
F: +43 / 7751 / 69 69
www.pcelectric.at
Binderlandweg 7
A-4030 Linz – Austria
Lumpi-Berndorf Draht- und
Seilwerk GmbH
T: +43 / 732 / 381 271-0
F: +43 / 732 / 383 848-20
www.lumpi-berndorf.at
BERNDORF AG 2009
39
IMPRINT
Publisher
Berndorf AG
Leobersdorfer Straße 26
A-2560 Berndorf, Austria
Firmenbuchnummer: FN117391i
Firmenbuchgericht: LG als HG Wr. Neustadt
UID-Nr.: ATU14689005
Concept & Production
Online Media Communications Design GmbH
Pictures
Chillidesign, Archiv Berndorf AG
Layout
Art & Designhouse
40
BERNDORF AG 2009